Asia Pacific Village Group Limited (APVG), an entity owned by EQT Infrastructure IV and managed by EQT Fund Management S.à r.l. has entered into a new Scheme Implementation Agreement (SI) with Metlifecare, to acquire 100 percent of Metlifecare’s shares by way of a scheme of arrangement, subject to certain conditions. The parties have agreed to discontinue the court litigation and settle all disputes in respect of the SIA dated December 29, 2019, with the parties to bear their owns costs in relation to the litigation.
Metlifecare is a leading New Zealand owner and operator of retirement villages, providing rewarding lifestyles and outstanding care to more than 5,600 New Zealanders. Established in 1984, it currently owns and operates a portfolio of 25 villages in areas with strong local economies, supportive demographics and high median house prices, located predominantly in New Zealand’s upper North Island.
APVG has entered into a voting deed with Metlifecare’s largest shareholder, New Zealand Superannuation Fund Nominees Limited (NZ Super) which holds 19.86 percent of Metlifecare’s shares. Under the voting deed NZ Super has agreed, among other things, to vote in favor of the Scheme subject to certain terms and conditions.
The transaction will be implemented by a scheme of arrangement, a court-supervised process under which a meeting of shareholders will be held to vote on the transaction.
The Scheme is subject to customary conditions including shareholder approval, High Court approval and Overseas Investment Office consent and there being no prescribed occurrence (as defined in the SIA). The Scheme is not however subject to a material adverse change condition. It is currently contemplated that the Scheme will be implemented in late October 2020.
The Scheme also contains customary exclusivity provisions in favor of APVG, including “no shop, no talk, no due diligence” restrictions. These restrictions are subject to exclusions which permit Metlifecare’s board to engage on a competing proposal which is (or is reasonably capable of becoming) a superior proposal, subject to notifications being made to APVG and APVG’s right to match any such proposal.
APVG and EQT Infrastructure IV are being advised by Goldman Sachs, Bell Gully, King & Wood Mallesons, Simpson Thacher & Bartlett, EY, and Colliers.